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EDGEIMPULSE, INC.
RESPONSIBLE AI LICENSE TERMS
Last Updated: Oct 31, 2024
PLEASE READ THIS RESPONSIBLE AI LICENSE TERMS (“RAIL”) CAREFULLY. THIS IS A LEGAL AGREEMENT. BY CLICKING “I ACCEPT”, DOWNLOADING, INSTALLING, LOGGING INTO, ACCESSING OR OTHERWISE USING ANY PART OF THE EDGEIMPULSE, INC. (“COMPANY” OR “EDGE IMPULSE”) SOFTWARE-AS-A-SERVICE PRODUCT, APPLICATION, SERVICES, MODELS, ALGORITHMS, OR RELATED MATERIALS (COLLECTIVELY, THE “PRODUCT”), OR OTHERWISE MANIFESTING YOUR ASSENT TO THIS RAIL, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THE RAIL.
License; Use Restrictions
License. The Product is licensed to you pursuant to the applicable services agreement between you and Company, such as our Terms of Service or Enterprise Master Services Agreement or other definitive agreement between you and Company referencing this RAIL (the “Services Agreement”).
Use Restrictions. Notwithstanding any provision of the Services Agreement to the contrary and unless expressly agreed in writing by an authorized representative of Edge Impulse, you will not (and will not permit any other person) to do any of the following or use the Product for any of the following purposes or applications:
Military use. “Military use” includes use by any person or entity for any military purpose, including any project sponsored or paid for by a military organization, as well as for any purpose by a military organization. For purposes of this Agreement, “Military” includes the U.S. Department of Defense (with the exception of DARPA); U.S. Armed Forces (including the Army, Navy, Marines, Air Force, and Coast Guard); U.S. Department of Homeland Security; U.S. intelligence agencies (including reconnaissance agencies); and all foreign counterparts of the foregoing organizations.
Criminal use. “Criminal use” includes both activities which are prohibited under any applicable law or regulation, as well as activities associated with identifying criminal activity, including uses designed to (alone or in conjunction with other software or hardware) predict the likelihood that a crime has been or may be committed by any person, including but not limited to based on a person’s facial attributes or facial and emotion analysis, or using personal data and/or personal characteristics or features such as a person’s name, family name, address, gender, sexual orientation, race, religion, age, location, skin color, political affiliations, employment status and/or history, health and medical conditions or social media and publicly available data.
In any way that violates any applicable national, federal, state, local or international law or regulation;
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
To generate or disseminate verifiably false information with the purpose of harming others;
To generate or disseminate personal identifiable information that can be used to harm an individual;
To generate or disseminate information or content, in any context (e.g. posts, articles, tweets, chatbots or other kinds of automated bots) without expressly and intelligibly disclaiming that the text is machine generated;
To defame, disparage or otherwise harass others;
To impersonate or attempt to impersonate others;
For fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation;
For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics
To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;
Monitoring. Company reserves the right to monitor your account to (i) operate the Product properly; (ii) administer and manage Company’s business; (iii) provide all users with the highest quality products and services; (iv) verify compliance with laws and this RAIL; (v) protect Company and its users; and/or (vi) satisfy any law, regulation or other government request
Edge Impulse believes that its vendors and suppliers are a critical part of its business and team. As such, Edge Impulse vendors are required to adhere to this Global Supplier Policy, the same principles of which align to Edge Impulse’s Code of Conduct policy.
This Global Supplier Policy applies to Edge Impulse vendors and suppliers.
Compliance with Laws Our vendors are required to follow and comply with all applicable laws. We expect our vendors to be ethical, fair and responsible whenever dealing with our people and company at large. This means that all Edge Impulse staff strictly adhere to and demonstrate the highest ethical and legal standards daily.
Respect Our vendors respect and treat their colleagues, our people and others fairly in word and action. Edge Impulse has a zero tolerance policy for any kind of discriminatory behavior, harassment or victimization.
Protection of Property Our vendors treat property with respect and care including:
Respect and protect all intellectual property (including that of the Company, customers, and others)
Safeguard all property (Company, customers, and others) by following industry standard security practices.
Professionalism Our vendors are expected to act with integrity and professionalism.
No Corruption: We discourage vendors from giving or accepting gifts of other than a nominal nature. No gifts or payments to any government official are allowed. No anti-trust or anti-competitive business practices or even the appearance of such practices are tolerated.
Performance: Our vendors should fulfill the agreed business objectives transparently, on-time, at or below agreed price and with the highest quality.
No Conflict of Interest: Our vendors are expected to avoid any perceived or actual dealings which may hinder their ability to perform their job duties to the fullest extent possible.
Communication: Our vendors should remain open to and actively participate in communications, seeking and sharing opportunities for feedback and improvement. Vendors are also expected to report any potential violations they see with this policy with any member of Edge Impulse senior management.
Reputation: Our vendors are expected to communicate and act professionally, and in a manner that does not harm the reputation of the Company, its people, or others.
Diversity and Inclusion: Our vendors are committed to creating and maintaining a culture which delivers outstanding performance and results - valuing all differences in background, upbringing, culture and experience that make each of us unique and distinctive.
Anti Harassment: Our vendors demonstrate an ongoing commitment to fostering an anti-harassment work environment that protects Edge Impulse people against inappropriate actions, actions that are unwanted and unwelcome and/or which create an intimidating, offensive, or hostile work environment.
Compliance with laws: Our vendors comply with all local laws and regulations.
Professionalism: Our vendors are expected to act with integrity and professionalism.
Edge Impulse may take action with any vendor who appears to fail to follow our Global Supplier Policy or follow our Code of Conduct. Actions may vary based on the severity of violation which can include up to termination of services and legal action.
Last revision date: 5/26/2023
We take the intellectual property rights of others seriously and require that our customers and users do the same. The Digital Millennium Copyright Act (DMCA) established a process for addressing claims of copyright infringement. If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third party is infringing that material on or through the Edge Impulse platform, website, or our other services, please send a notice that meets the minimum requirements of the DMCA (as set forth below), to legal@edgeimpulse.com and we will take appropriate action:
DMCA notice requirements
A description of the copyrighted work that you claim is being infringed;
A description of the material you claim is infringing and that you want removed or access to which you want disabled and the URL or other location of that material;
Your name, title (if acting as an agent), address, telephone number, and email address;
The following statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”;
The following statement: “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed”; and
An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.
Submissions under this DMCA Policy should be sent to legal@edgeimpulse.com
We will review your submission and take whatever action we deem appropriate under the DMCA, including removal of the challenged content if appropriate.
DMCA Counter Notice requirements
If it is not possible to come to an agreement with the reporting copyright owner, the content owner may submit a DMCA Counter-Notice to legal@edgeimpulse.com within ten (10) business days of the date of our notice. If we receive a valid counter-complaint, we will email a copy of the notice to the copyright owner (or its agent). The Counter-Notice is a legal document and must comply with the requirements of the DMCA and must include the following:
Contact Information: User's name, physical address, email address, and phone number
Content Identification: A reasonable identification the material that has been removed or to which a user’s access has been blocked.
Statement under Perjury: A statement under penalty of perjury that you have "a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled."
Consent to Jurisdiction: A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your provided address is located, or if your address is outside of the United States, for any judicial district in which Edge Impulse may be found.
Consent to service of process: A statement that you will accept service of process from the person who provided the original notification or an agent of such person.
Signature: An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.
Trademark Takedown Request Policy
If you’re sure you want to report content on the Edge Impulse platform, website, or other services that you believe infringes your trademark, please provide the following information:
Details of the original trademark (and a description if it's a logo).
A list of the countries in which the trademark is registered.
The registration number(s) of the trademark.
A scanned copy of the trademark registration certificate(s) or screenshot of the registration on the website or database of the applicable national intellectual property office(s).
A declaration of the following statement: "By submitting this notice, I state that I have a good-faith belief that the reported use, in the manner that I have complained of, is not authorized by the intellectual property rights owner, its agent or the law; that the information contained in this notice is accurate; and, under penalty of perjury, that I am authorized to act on behalf of the owner of the intellectual property rights at issue".
You can send this information to legal@edgeimpulse.com
Professional and Community Plans Terms of Service
Last Updated: Oct 31, 2024
These Terms of Service govern your access to and use of, our Site and Services, and our provision of the Services.
We’ll refer to these Terms of Service as the “Terms”, and to our website as the “Site”.
We’ll refer to Edgeimpulse, Inc. as “Edge Impulse” or “we” or “us” or “our”.
We’ll refer to any free products or services provided by us under our Professional Plan and Community Plan and accessible through our Site without purchase, individually and collectively, as the “Free Services”.
We’ll refer to any paid products or services provided by us under our Professional Plan and accessible through our Site and purchased through an Order, individually and collectively, as the “Professional Plan Services”.
We’ll refer to any paid products or services provided by us under our Enterprise Plan and accessible through our Site and purchased through an Order, individually and collectively, as the “Enterprise Plan Services”.
We’ll refer to the Professional Plan Services, Enterprise Plan Services, and any paid products or services provided by us as the “Paid Services”.
We’ll refer to the Free Services and Paid Services, individually and collectively, as the “Services”.
We’ll refer to any use solely for exploratory work, research or demo purposes that is not used in whole or in part for cost savings or revenue generation in any use case, product or service, and that is not primarily intended for or directed towards commercial advantage, as “Non-Commercial Use”.
We’ll refer to any use that does not constitute Non-Commercial Use or that is for any commercial purpose as “Commercial Use”.
We’ll refer to any files, texts, events or other data sets that are created or emitted through your use of the Services as “Output”.
We’ll refer to you, the person or entity agreeing to these Terms, as “you” or “your”, and (to the extent you purchased anything via this Site or otherwise from us), a “Customer”.
We’ll refer to all non-public data provided by you to us to enable our provision of Services as “Customer Data”.
We'll refer to any online registration, purchase or order confirmations for the applicable Services referencing these Terms as an “Order”.
We’ll refer to any product or service of provided by a third party, as a “Third-Party Product”.
We’ll refer to any entity with whom we have entered into an agreement authorizing the entity to resell or distribute access to the Services, as a “Channel Partner”.
We’ll refer to any accredited higher-learning academic research institution with whom we have agreed to provide Services to, as a “University Partner”.
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox), submit an Order, or use or access the Services, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. By accessing or using the Site, and/or using a Service, (i) you agree to these Terms and (ii) you represent that you are at least 18 years old and have the right, authority and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent. For Evaluation Offerings (defined below), you also indicate your agreement to these Terms by accessing or using the applicable Evaluation Offering. Please note that if you are accepting these Terms on your own behalf but using an business or enterprise email address (not a @gmail, @hotmail, @yahoo or similar email address) to do so, you acknowledge and agree that use of such business or enterprise email address will establish an Edge Impulse account that will be associated with the applicable business or enterprise, and may be transferred entirely (both control and data/information within the account) to such business or enterprise upon such enterprise’s request without notice or liability to you.
We may modify the Terms at any time. If we do so, we’ll let you know either by posting the modified Terms on the Site, or through other communications. As a Free User (defined below), if you continue to use the Site and the Services after the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. As a Professional Plan Customer, the modified Terms will take effect upon the next Renewal Term (defined below) unless you have canceled your subscription for the Professional Plan Services in accordance with Section 13 below.
(a) Free User License. Subject to your compliance with these Terms, Edge Impulse grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable license to electronically access and use the Site, the Free Services and Output generated from the Free Services (“Free Services Output”) solely for your internal Non-Commercial Use.
3.2. Things you can do (as “Enterprise End User”). Subject to and in consideration of your compliance with these Terms and any ordering document entered into between Edge Impulse and the applicable customer entity of our Enterprise Plan Services (or an authorized Edge Impulse Channel Partner), Edge Impulse hereby permits you to access our Enterprise Plan Services under the license granted to the applicable enterprise customer entity (or an authorized Edge Impulse Channel Partner), in accordance with the Documentation (as defined below) and subject to the agreement entered into between Edge Impulse and the applicable enterprise customer entity (or an authorized Edge Impulse Channel Partner). As an Enterprise End User, you are bound by certain usage and infrastructure limitations including but not limited to access to certain features, compute time, and/or storage limitations, as described on the ordering document entered into between Edge Impulse and the applicable enterprise customer entity (or an authorized Edge Impulse Channel Partner). For clarity, in the event you are receiving or granted access to the Services from a:
Enterprise customer, the foregoing license grant shall be conditional upon timely payment of license fees by the enterprise customer to Edge Impulse.
Channel Partner, the foregoing license grant shall be conditional upon timely payment of license fees by the Channel Partner to Edge Impulse.
University Partner, you are subject to the license under Section 3.1(a) above which is limited to Non-Commercial Use.
(a) Professional Plan Non-Commercial Use License. Unless you meet the Professional Plan Commercial Use Eligibility Requirements (defined below), Edge Impulse hereby grants you, solely for the Subscription Term specified in the applicable Order, a royalty free, limited, personal, exclusive, non-transferable license to access and use the Professional Plan Services and Professional Plan Services Output via the Internet address provided to you by Edge Impulse in accordance with the product documentation and user guides made available by Edge Impulse (“Documentation”), for solely for your internal Non-Commercial Use.
(b) Professional Plan Commercial Use License.
As a Professional Plan Customer, in order to use the Professional Plan Services and Output generated from the Professional Plan Services (“Professional Plan Services Output”) for Commercial Use pursuant to the license grant below, you represent and warrant that (a) you and the Entity you represent, are engaged by, are providing services to, or are using the Professional Plan Services for the benefit of, has less than 15 full time employees and full time or part time contractors in total headcount, (b) you have paid and continue to pay all Fees owed for the Professional Plan Services and your account is in good standing, and (c) you are not in breach of these Terms (“Professional Plan Commercial Use Eligibility Requirements”). “Entity” as used herein means any corporation, partnership, limited liability company, joint venture, estate, trust, foundation, association, firm, organization or other legal entity. For clarity, any affiliates, subsidiaries or entities who are controlling, controlled by or under common control with another entity shall be considered part of the same Entity for purposes of determining total headcount. For clarity, if you (or the Entity you represent) have 15 or more full time employees and full time or part time contractors in total headcount, you (and the Entity you represent or Entity that is using the Output where different) may only use the Professional Plan Services and Professional Plan Services Output for Non-Commercial Use under Section 3.3(a) above, and are required to enter into an agreement with Edge Impulse for Enterprise Plan Services in order to engage in Commercial Use.
Subject to and in consideration of your compliance with these Terms and the applicable Order, including without limitation the Professional Plan Commercial Use Eligibility Requirements, Edge Impulse hereby grants you, solely for the Subscription Term specified in the applicable Order, a royalty free, limited, personal, non-exclusive, non-transferable license to access and use the Professional Plan Services and Professional Plan Services Output via the Internet address provided to you by Edge Impulse in accordance with the Documentation, for Commercial Use in accordance with and subject to the Professional Plan Commercial Use Eligibility Requirements set forth above.
3.4 Things you can’t do. You will not (and you will not allow any other person to) do any of the following:
reverse compile, disassemble, decompile or engineer, copy, modify, adapt or create derivative works of or from the Services or any part thereof;
make the Services or documentation available to, or use the Services or documentation for the benefit of, any third party;
assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services or documentation, or include any Services or documentation in a service bureau or outsourcing offering;
permit direct or indirect access to or use of the Services or documentation in a way that circumvents any contractual usage limit;
copy the Services or documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under these Terms);
access or use any Services or documentation in order to build a competitive product or service;
remove any proprietary notices from the Services or Documentation;
collect, store or use personal data about other users;
circumvent or manipulate any Edge Impulse fee structure or billing process;
publish on or upload to the Site or Services anything unlawful, misleading, malicious, or discriminatory, or that violates third party rights;
use the Site or Services to collect, process or transmit data or information for which you do not have the necessary authorization, permissions, rights or consents to do so, including without limitation any content or data collected from third party sites in violation of any third party terms of use;
access or attempt to access any other Edge Impulse systems, programs, data or accounts that are not made available for public or your use;
copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the Site or Services;
work around any technical limitations in the Site or Services, use any tool to enable features or functionalities that are otherwise disabled in the Site or Services;
perform or attempt to perform any actions that would interfere with the proper working of the Site or Services, prevent access to or the use of the Site or Services by Edge Impulse’ other licensees or customers, or impose an unreasonable or disproportionately large load on Edge Impulse’s infrastructure;
frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Edge Impulse or the Site or Services, or use any Edge Impulse trademark or service marks, unless authorized to do so in writing by Edge Impulse;
attempt to probe, scan, or test the vulnerability of any Edge Impulse system or network or breach any security or authentication measures;
attempt to access or search the Site or Services, or download content from the Site or Services, through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Edge Impulse or other generally available third-party web browsers;
send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
upload, post or otherwise transmit material or data that contains software viruses or any other malicious code, files or programs;
use the Services in an excessive or abusive manner as determined by Edge Impulse in its sole discretion;
unless expressly approved in writing by an authorized Edge Impulse signatory, submit, upload or transmit any Restricted Data to or in connection with the Services;
impersonate or misrepresent your affiliation with any person or entity; or
otherwise use the Site or Services except as expressly allowed under the Terms.
3.5 No Resale. The license granted in these Terms does not include any right to copy or resell the Site or any Services, or any content from the Site or the Services; or any collection and use of any service listings, descriptions, or prices. Any licenses granted by Edge Impulse pursuant to these Terms terminate if you do not comply with these Terms.
3.6 No Account Sharing. You are responsible for ensuring that your Edge Impulse account and, if applicable, each of your authorized user accounts is only assigned to and accessible by one individual user. You will not (and will ensure your authorized users do not) share the Edge Impulse account, login credentials or any other rights assigned to such account with any other individual or third party, unless otherwise expressly pre-approved by Edge Impulse. You acknowledge that login credentials, passwords and any assigned rights are unique to each individual Edge Impulse account, and that any sharing of such rights is strictly prohibited.
3.8 Evaluation Offerings. We may offer certain Services to you to try at no additional charge, and which are designated as beta, free trials, limited release, non-production, developer preview, proof of concept, evaluation, or other similar designation (collectively, the “Evaluation Offerings”). Your use of Evaluation Offerings is subject to any additional terms that we specify and is only permitted for the evaluation period that we designate. Except as otherwise set forth in this Section 3.8, these Terms governing the Services, including without limitation Section 3.4 (Things You Can’t Do) or Section 3.7 (RAIL), fully apply to Evaluation Offerings. We may modify or terminate your right to use Evaluation Offerings at any time and for any reason in our sole discretion, without liability to you. You must accept any modifications to continue using the Evaluation Offerings, otherwise your exclusive remedy is to cease using the Evaluation Offerings.
(a) You understand that any pre-release and beta Services, and any pre-release and beta features within generally available Services, that we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. We make no promises that any Beta Versions will ever be made generally available. In some instances we may charge a fee in order to allow you to access certain Evaluation Offerings or Beta Versions, but your access will still remain subject to this Section 3.8.
(b) Edge Impulse may, in its sole discretion, make certain Enterprise Plan Services available on a trial basis free of charge for a free trial period as determined by Edge Impulse (“Enterprise Services Free Trial”). In order to register for the Enterprise Services Free Trial, you must register with a valid enterprise email address, provided no other user or account has previously registered or conducted an Enterprise Services Free Trial with another email address associated with such Entity. Edge Impulse reserves the right to terminate, revoke, suspend, cancel or remove the Enterprise Services Free Trial at any time in its sole discretion. Upon expiration or termination of the Enterprise Services Free Trial period, your enterprise account for the Services will be suspended and you will have 30 days to purchase an Enterprise Plan subscription for the Services; if you do not purchase an Enterprise Plan subscription for the Services within such 30 day period, Edge Impulse reserves the right to permanently delete all of your data, models, output, information, account and other materials provided or generated in connection with your Enterprise Services Free Trial. Additional terms and conditions may be provided by Edge Impulse with respect to the Enterprise Services Free Trial and are incorporated into this Agreement by reference.
(c) All information regarding the characteristics, features, or performance of any Evaluation Offerings (including Beta Versions and Enterprise Services Free Trials) constitutes our Confidential Information and intellectual property. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Evaluation Offerings, including any support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU WITH RESPECT OF ANY EVALUATION OFFERINGS WILL NOT EXCEED $100 USD.
4.1 Fees. You will pay Edge Impulse the fees set forth in the relevant Order in accordance with the terms therein (“Fees”) and without offset or deduction. Fees may include, without limitation, subscription fees for the Paid Services and any overage fees incurred if you exceed the usage capacity of your product plan. Except as otherwise specified in an Order, payment obligations are non-cancelable and Fees paid are non-refundable. Edge Impulse reserves the right to change the Fees or applicable charges for the Paid Services in its sole discretion with or without prior notice, which modified Fees will take effect upon the next Renewal Term unless you cancel your subscription to the Paid Services in accordance with Section 13 below.
4.2 Payments. All Fees will be paid in U.S. dollars through the payment method designated by Edge Impulse. If you are paying Fees using a credit card or any digital payment method supported by Edge Impulse, you authorize Edge Impulse to charge your account for the Paid Services using that payment method. You must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If you notify Edge Impulse to stop using a previously designated payment method and fails to designate an alternative, or if your payment method is declined, Edge Impulse may immediately suspend use and access to the Paid Services. Any notice from you changing your billing account will not affect charges Edge Impulse submits to your billing account before Edge Impulse reasonably can act on your request. Edge Impulse may use a third-party intermediary to manage credit card processing. Notice (including email) from Edge Impulse’s third-party credit card processor declining your credit card or otherwise relating to your account will be deemed valid notice from Edge Impulse. If you fail to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Edge Impulse may suspend the Paid Services until all payments are made in full. You will reimburse Edge Impulse for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
4.3 Taxes. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any national, multinational or local governmental regulatory authority on any amount payable by you to Edge Impulse hereunder, other than any taxes imposed on Edge Impulse’s income. Without limiting the foregoing, in the event that you are required to deduct or withhold any taxes from the amounts payable to Edge Impulse hereunder, you will pay an additional amount, so that Edge Impulse receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
5.1 Edge Impulse’ (and its licensors’) Ownership of IP. The Site and the Services contain proprietary and confidential information of Edge Impulse and its licensors. Except to the extent licenses are expressly granted hereunder, Edge Impulse and its licensors retain all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to the Site and the Services. In addition, Edge Impulse owns all rights, title and interest in and to all intellectual property rights in the system software, and the content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to the Site and the Services. The use, copying, redistribution, use or publication by you of any such parts of the Site or the Services, except as expressly authorized by these Terms or a separate written agreement between you and Edge Impulse, is prohibited. Edge Impulse owns all right, title and interest, including all intellectual property rights, in and to any intellectual property created by Edge Impulse pursuant to these Terms or otherwise created by Edge Impulse in the course of providing the Site or Services under these Terms. The Edge Impulse name, the Edge Impulse logo, and other Edge Impulse trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Edge Impulse. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners
5.2 Your Ownership of IP. Subject to the license you grant to us in Section 5.3 below, you own all right, title and interest in and to your Customer Data.
5.3 License to Customer Data.
(a) If you are a Free User, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control, to use, copy, modify, create derivative works, publicly display, publish and distribute your Customer Data, without any further consent, notice and/or compensation to you or others.
(b) If you are an Enterprise End User, your Customer Data generated from the Enterprise Plan Services (“Enterprise Plan Services Output”) will be used by us in accordance with the agreement entered into between Edge Impulse and the applicable customer entity.
(c) If you are a Professional Plan Customer or user of our Enterprise Services Free Trial, your Customer Data will not be published or distributed, and will only be used by Edge Impulse for the purpose of providing the Professional Plan Services or Enterprise Services Free Trial, as applicable, to you.
You can end the applicable license for your Customer Data or any portion thereof by deleting such content from the Site and Services, except to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it.
5.4 Free and Professional Plan Services Output. Unless otherwise agreed to between you and Edge Impulse, any Free Services Plan Output and Professional Services Plan Output is owned by Edge Impulse and you hereby assign any right, title and interest in and to such Free Services Plan Output and Professional Service Plan Output to Edge Impulse. Edge Impulse grants you a license to such Free Services Plan Output and Professional Services Plan Output as provided for in Section 3 above. If you are a Professional Plan Customer or user of our Enterprise Services Free Trial, the foregoing Output will only be used by Edge Impulse for the purpose of providing the Professional Plan Services or Enterprise Services Free Trial, as applicable, to you. For clarity, any Enterprise Plan Services Output will be owned by the customer pursuant to our Enterprise Terms of Service.
(a) Patents Rights Using Free Services Output. You may utilize the Free Services Output in connection with patents, patent applications and related filings for your inventions (“Patents”), provided that you hereby grant to Edge Impulse a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable through multiple tiers, transferable, full paid up, license to such Patents to use, make, have made, sell, offer for sale, import, export, transfer, distribute, use and otherwise exploit the Patents. You will not (and will not authorize, assist or encourage any third party to) bring any claims against or otherwise assert against Edge Impulse or any of our customers, end users, vendors, business partners, licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim under the Patents.
(b) Patent Rights Using Professional Plan Services Output. You may utilize the Professional Plan Services Output in connection with Patents (defined above), provided that you hereby grant to Edge Impulse a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable through multiple tiers, transferable, full paid up, license to such Patents to use, make, have made, sell, offer for sale, import, export, transfer, distribute, use and otherwise exploit the Patents.
6.1 Creating an Account; Information You Must Provide. If you register any account with Edge Impulse, you agree to provide accurate, complete registration information, and to keep that information current. You agree that Edge Impulse may store and use your registration information to maintain your account. You are responsible for your own actions, and for the actions of anybody accessing the Site or the Services using your credentials.
6.2 End User of a license paid for by a Channel Partner. If you received or were granted access to the Services from a Channel Partner, you acknowledge and agree that we may collect your login dates as part of tracking ‘non-use’ of the Edge Impulse platform (i.e., where a user has not accessed Edge Impulse Services for 30 days or more) and disclose such usage information to the Channel Partner so they can determine whether license to the Services should be re-assigned to another customer of the Channel Partner. If the Channel Partner determines that there is non-use, in their sole discretion, the Channel Partner can re-assign your license to another customer. At that time your paid access to the Services will expire and you can either pay fees directly to Edge Impulse to become a Customer or use the Services as a Free User subject to applicable restrictions on use.
6.3 Information You Must NOT Provide; DISCLAIMERS.
(a) Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or Services or otherwise provide to Edge Impulse any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. EDGE IMPULSE EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD-PARTY CONFIDENTIAL INFORMATION.
(b) Restricted Data. Despite anything to the contrary in these Terms, you will not (and will not allow any other person to) submit, upload, or transmit any Restricted Data to or in connection with the Site or Services or otherwise provided Restricted Data to Edge Impulse. “Restricted Data” means any financial data, personal data or personally identifiable data (as defined under applicable privacy laws), data of a sensitive nature or any data governed by or subject to the following laws (or where transmission of such data to Edge Impulse would result in Edge Impulse being subject to the following laws): Criminal Justice Information Services (CJIS) Security Policy; Federal Educational Rights and Privacy Act (FERPA); Federal Information Security Management Act (FISMA); National Institute of Technology Standards; Gramm-Leach- Bliley Act (GLB) Act; Health Insurance Portability and Accountability Act (HIPAA); Health Information Technology for Economic and Clinical Health Act (HITECH); IRS Publication 1075; Payment Card Industry Data Security Standard (PCI DSS); Sarbanes- Oxley Act (SOX); Electronic Communications Privacy Act, Stored Communications Act and the PATRIOT Act; or any similar state laws or compliance requirements, including but not limited to the DMV Privacy Act, Public Service Law and others. EDGE IMPULSE EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY RESTRICTED DATA.
6.4 International Access. You are responsible for complying with local laws and regulations related to your access to the Site and Services, whether within the United States or from outside the United States.
6.5 In addition, despite anything to the contrary, we shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and the Services and related systems and technologies (including, without limitation, information concerning Customer Data and Output), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site and Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) disclose such data solely in anonymous or other de-identified form in connection with our business.
6.6 You will abide by all applicable local, state, national, and international laws and regulations in connection with providing the Customer Data, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Services and all applicable privacy laws (including but not limited to the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities.
6.7 Export Compliance. The Services may be subject to U.S. export controls, specifically the Export Administration Regulations. You will comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. You will not transfer, export or re-export, directly or indirectly, the Services to any Prohibited Entity, and you affirm that you are not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).
Protecting your privacy is important to us. For information about how we collect, use, share, or otherwise process your personal information, see our Privacy Policy. You understand that by using the Site and Services you consent and agree to the collection and use of certain information about you and your use of the Site and Services in accordance with our Privacy Policy, which is incorporated by reference into these Terms.
8.1 You Will Keep Your Account Secure. You agree to: (i) keep your password and online ID secure and strictly confidential; (ii) instruct each person to whom you give your online ID and password that they are not to disclose it to any unauthorized person; (iii) notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person; and (iv) notify us immediately if you are contacted by anyone requesting your online ID and password. You agree to indemnify and hold harmless Edge Impulse from and against any and all liability arising in any way from the access to the Site or Services by persons to whom you have provided your online ID and/or online password. In addition, you are responsible for your information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by you or through the use of third-party services. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with using the Site or Services, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Services and all privacy and data protection laws, rules and regulations.
8.2 The Internet is Not Guaranteed to be Safe. Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. EDGE IMPULSE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF YOUR CUSTOMER DATA.
9.1 Community Contributions. You may elect to submit Output to EdgeHub for use by others (“Contributions”). In the event of you make such an election, notwithstanding any exclusive license set forth in Section 3.3 above, any license to Output granted to you by Edge Impulse under Section 3 above are hereby granted by Edge Impulse to you as a non-exclusive license. Except as expressly stated in the foregoing sentence, all other terms and conditions for Output set forth in these Terms, including without limitation the license scope and conditions set forth in Section 3 above, apply in full force and effect to Contributions.
(a) Edge Impulse may license and make available Contributions in accordance with Edge Impulse’s standard licensing requirements for EdgeHub.
(b) We have no obligation to monitor, screen, assess or evaluate Contributions. We have the right, in our sole and absolute discretion, (i) to edit, redact or otherwise change any Contributions, (ii) to re-categorize any Contributions or to place them in more appropriate locations within EdgeHub, and (iii) to pre-screen or delete any Contributions at any time and for any reason, without notice.
9.3 Remedies. Edge Impulse reserves the right to suspend or terminate your use of EdgeHub, or to block or remove your Contributions for any or no reason.
WARRANTY DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THESE TERMS, EDGE IMPULSE MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE AND ANY SERVICES, OUTPUT, EDGEHUB, COMMUNITY RESOURCES OR THIRD-PARTY PRODUCTS OR SERVICES, AND WE HEREBY DISCLAIM ALL WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITE, SERVICES, OUTPUT, EDGEHUB, COMMUNITY RESOURCES OR ANY THIRD-PARTY PRODUCT OR SERVICE WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT ANY SERVICES OR THIRD-PARTY PRODUCT WILL BE ERROR FREE OR THAT ANY SERVICE WILL SUCCEED IN RESOLVING ANY PROBLEM. EDGE IMPULSE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR SERVICE ITS SERVERS, ANY APPLICATIONS, ANY OUTPUT, COMMUNITY RESOURCES, EDGEHUB, OR ANY THIRD-PARTY PRODUCT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
GENERAL DISCLAIMERS. YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT CONFIDENTIALITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY CUSTOMER DATA.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Edge Impulse assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Edge Impulse is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Services.
The Site may contain links to third-party websites or resources. We provide these links, if any, only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. Your browsing and interaction on any third-party websites, app, or service, including those that have a link or advertisement on our Sites are subject to that third party’s own rules and policies. We are not responsible for the practices employed by websites, mobile apps, or services linked to or from the Site, including the information or content contained therein; you acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources. In addition, you agree that we are not responsible for and we do not have any control over any third parties that you authorize to access your Personal Information. However, we seek to protect the integrity of our Site and welcome any feedback about these websites.
13.1 Term. These Terms commence on the Effective Date and, unless terminated earlier, will continue until terminated (“Term”). If you are entering into the Terms on behalf of a company, business or other legal entity, you represent that you have the authority to contractually bind such entity to these Terms. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH ENTITY TO THESE TERMS, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND YOU MAY NOT ACCESS OR USE THE SERVICES.
13.2 Renewals; Cancellation.
(a) Paid Services. The applicable subscription term for Paid Services is identified in the applicable Order (“Subscription Term”). Subscription Term lengths are either month-to-month, annual (12-month) increments or other duration as determined by Edge Impulse. The Paid Services will automatically renew for successive terms equal in duration to the previous Subscription Term (each a “Renewal Term”). Edge Impulse may automatically charge your existing payment the applicable Fees in accordance with Section 4 above.
13.3 Termination. Unless otherwise provided for in these Terms or in a separate written agreement between Edge Impulse and you, and in addition to Edge Impulse’s other rights, Edge Impulse may cancel your account, suspend the Services and/or terminate your rights to any or all of the Site and/or the Services if you provide false, inaccurate or incomplete information to us, if you have not paid Fees owed to us, if you are in breach of any of your obligations under these Terms, or if your account is associated with a competitor of Edge Impulse. Edge Impulse further reserves the right to discontinue or suspend any aspect of or access to the Services at any time.
13.4 Effect of Termination. Upon termination of these Terms (i) your right to access and use the Site and Services will immediately terminate; and (ii) any fees you owe (if any) will become immediately due and payable. Except as expressly granted herein, you will not be entitled to any refund on any portion of any fees or other charges paid in connection with these Terms. Any termination pursuant to this Section shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
13.5 Survival. Sections 1, 3.4, 3.5, 3.6, 3.7, 3.8, 4, 5, 6.3, 6.4, 6.5, 6.6, 6.7, 7, 8.2, 9 through 17, plus all related definitions and all accrued rights to payment (if any) will survive any termination or expiration of these Terms.
You agree to defend, indemnify and hold harmless Edge Impulse, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site and the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; and (iv) any claim that any of your Customer Data caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Edge Impulse Site.
IN NO EVENT WILL EDGE IMPULSE OR OUR CHANNEL PARTNER(S) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES OR PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, EDGEHUB, OR THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF EDGE IMPULSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EDGE IMPULSE’S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO EDGE IMPULSE BY YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THIS AGREEMENT.
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THOSE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
These Terms constitute the entire and exclusive understanding and agreement between Edge Impulse and you regarding the Site and the Services and supersede and replace any and all prior oral or written understandings or agreements between Edge Impulse and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Edge Impulse’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be void and of no effect. Edge Impulse may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Edge Impulse’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Edge Impulse. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The sole venue for all disputes relating to these Terms shall be in Santa Clara County, California.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND EDGE IMPULSE AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
You and Edge Impulse agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Site or the Services will be resolved by binding arbitration on an individual basis, except that you and Edge Impulse are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of any intellectual property.
To the extent not in conflict with the AAA Consumer Arbitration Rules, each party will be responsible for its own fees and costs of the arbitration.
YOU AND EDGE IMPULSE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Edge Impulse are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and Edge Impulse over whether to vacate or enforce an arbitration award, YOU AND EDGE IMPULSE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Despite any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Edge Impulse is entitled to arbitration.
Privacy policy
Edge Impulse Privacy and Cookies Policy
Last update: Oct 31, 2024
Your privacy is important to us. With this in mind, we’re providing this Privacy Policy to explain our practices regarding the collection, use and disclosure of information that we receive from the person or entity accessing our Site or using our Services (“you” or “your”), including in particular information which may be used to identify you as a natural person (“Personal Information”). Any capitalized terms used but not defined in this Privacy Policy shall have the meaning set forth in our Terms of Service.
This Privacy Policy sets forth the privacy practices of Edgeimpulse, Inc. (“Edge Impulse” or “we” or “us” or “our”) for (1) our website located at www.edgeimpulse.com (the “Site”) and (2) all Edge Impulse software and applications (including, without limitation, mobile software and applications) (the “Software”) and all other Edge Impulse products or services provided or otherwise made accessible on or through the Software or the Site (collectively the “Services”), where Edge Impulse is the controller.
This Privacy Policy also does not apply to the extent we process Personal Information in the role of a processor (or a comparable role such as a “service provider” in certain jurisdictions on behalf of our customers, including customers who purchase Services directly from us and customers who purchase the Services through one of our authorized Channel Partners. Each of our customers, not Edge Impulse, controls what information about you that they submit to or generate in connection with the Services (“Customer Data”). For more information about collection and use of your information as part of Customer Data by an Edge Impulse customer, please reach out to the customer directly. We are not responsible for the privacy or data security practices of our customers, which may differ from those set forth in this Privacy Policy. If you wish to exercise any rights you may have under applicable data protection laws, please inquire with the applicable customer directly. Customer Data is controlled by the respective privacy policy of the applicable customer, which we encourage you to review for more information about their practices.
Information that you provide voluntarily
You voluntarily submit information directly to us when you use our Services. This can include information you provide to us when you register for an account, fill in a form on our website, create or edit your user profile, correspond with us or otherwise contact us, subscribe to our mailing lists, newsletters or other forms of marketing communications, attend a webinar or event, respond to a survey, enter a promotion or use some other feature of our Services. If you choose not to provide personal information, we may not be able to provide you with our Services, or respond to your requests.
We may collect the following types of Personal Information from you:
Information collected by our payment processors
If you purchase our Professional Plan, your payment information, such as your payment method (valid credit card number, type, expiration date or other financial information), is collected and stored by our third party payment processing company (the "Payment Processor"), and use and storage of that information is governed by the Payment Processors applicable privacy policy. As of the Effective Date of this Privacy Policy listed below, Stripe is the Payment Processor used within the Professional Plan Services.. In order to facilitate your order transactions, Stripe may collect and store your credit card type, the last four digits of your credit card number, and expiration date, for more information please see the Stripe privacy policy available at https://stripe.com/us/privacy or such other URL designated by Stripe.
Information we obtain from third party sources
We may receive information from our Channel Partners, resellers and other third parties.
If you interact with our Services through your employer or company, we may receive information about you from your employer or company.
We may obtain information from other sources, including but not limited to, publicly available sources, our service providers, our business and marketing partnerships, and third party integrations you consent to, or through transactions such as mergers and acquisitions.
Information we collect automatically
We will use your Personal Information, in compliance with this Privacy Policy to help us deliver the Services to you. Any of the information we collect from you may be used in any of the following ways:
To deliver and improve our Services and your overall user experience.
To compile statistics and analysis about your and other customers’ use of our Site and our Services.
To conduct internal reporting, audit and research, including focus groups and surveys.
To compare and verify information for accuracy and update our records.
To personalize your experience — your Personal Information helps us to better respond to your individual needs.
To improve our Site and our Services — we continually strive to improve our service and product offerings based on the information and feedback we receive from you.
To improve customer service — your Personal Information helps us to more effectively respond to your customer service requests and support needs.
To send you information including confirmations, invoices, technical notices, updates, security alerts and support and administrative messages.
To create targeted advertising to promote the Services and engage our users.
To send periodic emails — the email address you provide may be used to send you information, notifications that you request about changes to topics or in response to your username, respond to inquiries and/or other requests or questions, or to alert you of updates to protect your system from new types of online attacks and to send periodic emails containing information relevant to your account and the products you use.
We may also use your Personal Information:
To protect, investigate and deter against fraudulent, unauthorized or illegal activity or to maintain the security of the Services.
To link to or combine user information with other personal information.
In connection with a merger, acquisition, reorganization or similar transaction.
To protect our users, other individuals, and/or the rights or property of Edge Impulse.
For any other purpose with your consent.
We may also use your Personal Information where necessary for us to comply with a legal obligation, including to share information with government and regulatory authorities when required by law or in response to legal process, obligation or request.
We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We may disclose your Personal Information to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate, including but not limited to the following situations: (i) to respond to claims, legal process (including subpoenas); (ii) to protect our property, rights and safety and the property, rights and safety of a third party or the public in general; and (iii) to stop any activity that we consider illegal, unethical or legally actionable activity.
Yes. Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow). These cookies enable the site to recognize your browser and, if you have a registered account, associate it with your registered account. We may use both session Cookies and persistent Cookies to identify that you’ve logged in to the Services and to tell us how and when you interact with our Site and Services. We use cookies to understand and save your preferences for future visits and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may also use Cookies to monitor aggregate usage and web traffic routing on our Services and to customize and improve our Services. Unlike persistent Cookies, session Cookies are deleted when you log off from the Services and close your browser. Although most browsers automatically accept Cookies, you can change your browser options to stop automatically accepting Cookies or to prompt you before accepting Cookies. Please note, however, that if you don’t accept Cookies, you may not be able to access all portions or features of the Site or the Services.
Essential cookies: These cookies help run our site and make your experience better. These include cookies that allow you access to a members-only part of the site or help the content of our site load quickly. These cookies are only used to provide you with these services.
Functionality cookies: These cookies allow the site to remember preferences you have selected such as login details or other selections you may have made. These are designed to make it easier to use our site and not have to set the same preferences every time.
Social Media cookies: We may use social media tools on our site; these cookies allow the social media network to record when you have liked or engaged with a social media tool on our site. In some situations, the social network may send us data that you have set to share. If you do not want the social media network to share information with us, please check your privacy settings with the social media network.
Advertising cookies: These cookies allow us to track browsing habits as you visit the site. Based on your browsing history and with your permission, we may use third-party advertising partners who can then display to you a relevant ad when you are on a third-party site such as a social media platform. Within these cookies, we may also know your precise location such as latitude, longitude, GeoIP, and other location-specific information. Please see below for your choices on cookies and the use of advertising.
We may also collect information via standard server logs or clear GIFs (also known as “Web beacons”). Web beacons and pixel tags are images embedded in a webpage or email for the purpose of measuring and analyzing usage and activity. We, or third-party service providers acting on our behalf, may use web beacons and pixel tags to help us analyze usage and improve our functionality.
We use third-party cookies and/or pixels to present you with opportunities to access Services on our Site, including:
Google Analytics. We use Google Analytics cookies to allow us to see how you use our Services so that we can improve your experience. We encourage you to read the Google Privacy Policy. If you prefer to not have data reported by Google Analytics, you can install the Google Analytics Opt-out Browser Add-on. Google Analytics is a web analysis service provided by Google Inc. (“Google”). Google utilizes the Personal Information collected to track and examine the use of our Services, to prepare reports on its activities and share them with other Google services. Google may use the Personal Information collected to contextualize and personalize the ads of its own advertising network.
Hubspot. We use the HubSpot marketing automation suite to track your use of our Site and to assist us with our marketing and sales efforts. You can view HubSpot’s privacy policy at https://legal.hubspot.com/privacy-policy?_ga=2.70649495.600016260.1580080142-1809069190.1580080142.
Facebook Pixel. We use Facebook Pixel to customize our advertising and to serve you ads on your social media based on your browsing behavior. This allows your behavior to be tracked after you have been redirected to our Services by clicking on the Facebook ad. The Facebook Pixel stores a cookie on your device to enable us to measure the effectiveness of Facebook ads for statistical and market research purposes. We do not have access to the information collected through the Facebook Pixel. However, the information collected via the Facebook Pixel is also stored and processed by Facebook. Facebook may link this information to your Facebook account and also use it for its own promotional purposes in accordance with Facebook's Data Usage Policy: https://www.facebook.com/privacy/policy. The Facebook Pixel also allows Facebook and its partners to show you advertisements on and outside of Facebook. You can opt-out of displaying Facebook ads and sharing by visiting your Facebook Ad Settings, and you can clear and control the information third parties share with Facebook in your Off-Facebook Activity page. If you do not have a Facebook account, you can opt-out of Facebook ads through the Digital Advertising Alliance.
Google Ads. We use Google Ads to deliver advertisements to you and to track whether you have interacted with an advertisement we have placed elsewhere on the internet. Google Ads stores a conversion tracking cookie on your device when you click on our advertisement. The information obtained through the cookie is used to generate statistics and allows us to see the total number of users who clicked on our advertisements. We also use Google Ads to present to users of our Website advertisements across the internet and within the Google advertising network based on their visits to our Website. For more information, please review Google’s privacy policy. To opt-out of targeted advertising by Google, you can go to Google’s ad settings.
LinkedIn Insights Tag. We use LinkedIn Insights Tag to retarget our website visitors and learn insights about your interactions with our LinkedIn advertisements. You can learn about LinkedIn’s privacy practices at www.linkedin.com/legal/privacy-policy and you can opt out of LinkedIn Insights Tag at www.linkedin.com/psettings/.
Twitter Pixel. We use Twitter Pixel to help us determine how effective our ad campaigns are. You can learn about Twitter’s privacy practices relating to Twitter Ads at https://twitter.com/en/privacy and you can prevent your participation in Twitter Ads conversion tracking by setting your browser to block cookies from the domain.
Although we do our best to honor the privacy preferences of our customers, we are not able to respond to Do-Not-Track signals from your browser at this time. As discussed above, we track websites and app usage information through the use of cookies for analytic and internal purposes only. Because we do not collect this information to track you across websites or apps over time, your selection of the “Do Not Track” option provided by your browser will not have any effect on our collection of cookie information for analytics or internal purposes.
We may disclose your Personal Information to our subsidiaries and affiliates, or to contractors, service providers, legal and financial advisors, and other third parties we use to support our business.
We may also release your Personal Information when we believe release is appropriate to comply with the law, enforce our site policies or protect our or others’ rights, property or safety.
Your Personal Information may be shared with our Channel Partners and other third parties that we have partnered with, such as to jointly create or offer a product, service or joint promotion, and they may contact you regarding their products or services.
If you are using our Services as an authorized user of one of our customers, we may share your Personal Information with the applicable customer responsible for your access to the Services. We encourage you to review the privacy policy of the applicable customer for more information.
Your Personal Information may also be transferred to another company in the event of a transfer, change of ownership, reorganization or assignment of all or part of our businesses or assets. This will occur if the parties have entered into an agreement under which the collection, use and disclosure of the information is limited to those purposes of the business transaction, including a determination whether or not to proceed with the business transaction.
We may also disclose your information where we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to detect or protect against fraud or security issues.
We may disclose your information if required or permitted by applicable laws or regulations, including without limitation laws and regulations of the United States and other countries, or in the good faith belief that such obligations that such action is necessary to: (a) comply with a legal obligation or in response to a request from law enforcement or other public authorities wherever Edge Impulse may do business; (b) protect and defend the rights or property of Edge Impulse; (c) act in urgent circumstances to protect the personal safety of users, customers, and contractors/employees of Edge Impulse or others; or (d) enforce our Terms of Service, agreements, policies or otherwise protect against any legal liability.
To the extent required under laws of the applicable jurisdiction, our legal basis for collecting and using the Personal Information described above will depend on the Personal Information collected and the specific context in which we collect it. We will normally collect personal information from you only where we have your consent to do so, where we need the Personal Information to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interest or fundamental rights and freedoms. In some cases, we may also have a legal obligation (or contractual agreement with our customer) to collect Personal Information from you or may otherwise need the Personal Information to protect your vital interests or those of another person.
The security of your Personal Information is important to us; but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.
We retain your Personal Information for as long as you have an open account with us or as otherwise necessary to provide the Services to you, or, if you are an authorized user of our customer, to our customer. Despite the foregoing, in some cases we retain Personal Information for longer, if doing so is necessary to comply with our legal obligations, resolve disputes or collect fees owed, or is otherwise permitted or required by applicable law, rule, regulation or legal process. For example, if we are involved in litigation or a governmental or regulatory investigation, then we keep data throughout the period of litigation or investigation and for 5 years after that. If a settlement means that we have to keep data for longer, then we keep data for the period required to administer the settlement. If we provide data to law enforcement agencies, then we keep a record of this for one year beyond the end of the investigation.
Occasionally, at our discretion, we may include or offer third-party products or services on our site. This Privacy Policy does not apply to any third-party websites, services or applications, even if they are accessible through our Services. If you click a third-party link, you will be directed to that third party's site. We strongly advise you to review the privacy policy of every site you visit. We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.
Our Services are not intended for use by children under the age of 18 (“Children”). We do not knowingly collect Personal Information from Children. If you become aware that a person under the age of 18 has provided us with Personal Information, please contact us. If we become aware that we have collected Personal Information from Children without verification of parental consent, we will take steps to remove that information from our servers.
We may share your personal information within Edge Impulse and with our representatives and third parties that are based in other countries to facilitate our international operations, your Personal Information may be transferred to, stored, and/or processed in countries other than the country in which you are a resident, and that may be outside the European Union. By using this Site and Services and providing us with information, you consent to this transfer, processing, and storage of your information in any country where we have facilities or in which we engage service providers, including without limitation the United States. It is important to note that the privacy laws in the United States may not be as comprehensive as those in other countries such as the European Union. Please also see the section of this Privacy Policy titled “Special Provisions Applicable to Residents of the European Union”.
Data that we collect from you may be processed by staff operating outside the U.S. who work for us or for one of our suppliers. For example, such staff may be engaged in the processing of an order for our Services, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all reasonable steps to make sure that your data is treated securely and in agreement with this Privacy Policy. Please note, however, that the transmission of information via the internet is not completely secure, and therefore we cannot guarantee the security of data sent to us electronically. The transmission of such data is entirely at your own risk.
Depending on your jurisdiction, you may have certain rights with respect to your Personal Information that we process in our capacity as a data controller, subject to applicable law. Please note, with respect to any Customer Data, our customer is the controller and Edge Impulse is acting as a data processor. In other cases, Edge Impulse may be the controller of some of your Personal Information (such as when we collect your contact information for marketing purposes, or when monitoring usage information on our Site).
Right to Access. You have the right to access your Personal Information held by us.
Right to Rectification. You have the right to rectify inaccurate Personal Information and, taking into account the purpose of processing, to ensure it is complete.
Right to Erasure (or “Right to be Forgotten”). You have the right to have your Personal Information erased or deleted.
Right to Restrict Processing. You have the right to restrict our processing of your Personal Information.
Right to Data Portability. You have right to transfer your Personal Information, when possible.
Right to Object. You have the right to object to the processing of your Personal Information that is carried out on the basis of legitimate interests, such as direct marketing.
Right Not to be Subject to Automated Decision-Making. You have the right not to be subject to automated decision-making, including profiling, which produces legal effects. Edge Impulse does not currently engage in the foregoing on our websites or in our Services.
To make such requests, where we are the data controller, please contact us at privacy@edgeimpulse.com. When we are a data processor and are processing data on behalf of another party that is the controller, such as our customers, you should direct your request to that party.
You also have the right to lodge a complaint with a supervisory authority, but we encourage you to first contact us with any questions or concerns.
Please be aware that those rights set out above may not apply in some instances, for example where our right to processing your personal data may be necessary for exercising the right of freedom of expression (e.g., news gathering), or for the establishment, exercise or defense of legal claims.
If you are a California resident, you may have additional rights under applicable California state laws.
California’s “Shine the Light” law, California Civil Code section 1798.83, requires certain businesses to respond to requests from California customers asking about the business’ practices related to disclosing personal information to third parties for the third parties’ direct marketing purposes. you are entitled to request certain information regarding our disclosure of Personal Information to third parties for their direct marketing purposes. If you are a California resident and would like to request this information, then please submit a request to us as described below at “Contacting Us.”
Special Provisions Applicable to Residents of Nevada
If you are a resident of Nevada, you have the right to opt-out of the sale of certain Personal Information to third parties who intend to license or sell that Personal Information. You can exercise this right by contacting us at privacy@edgeimpulse.com with the subject line “Nevada Do Not Sell Request” and providing us with your name and the email address associated with your account. Please note that we do not currently sell your Personal Information as sales are defined in Nevada Revised Statutes Chapter 603A.
You may request to review, update or delete your Personal Information by contacting us at privacy@edgeimpulse.com. Please note the foregoing does not apply with respect to Customer Data, and any requests concerning Customer Data should be submitted directly to the applicable customer. We will try to respond to and comply with any qualified requests in a timely manner. You can opt-out of marketing communications we send you at any time by clicking on the “unsubscribe” or “opt-out” link in the marketing e-mails we send you. To opt-out of other forms of marketing, please contact us using the contact details provided under “Contacting Us.”
We reserve the right to change this Privacy Policy at any time. We will notify you of any changes to this Privacy Policy by posting the new Privacy Policy to this page or on our Services. You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page. You acknowledge that your continued use of our website or Services after we publish or send a notice about our changes to this Privacy Policy means that the collection, use and sharing of your Personal Information is subject to the updated Privacy Policy.
We welcome any queries, comments or requests you may have regarding this policy please do not hesitate to contact us as follows:
Use the information request button above.
Email us at privacy@edgeimpulse.com.
Write to us at: 3031 Tisch Way, 110 Plaza West, San Jose, CA 95128, U.S.A.
3.1. Things you can do (as “Free User”). As a Free User, you are bound by certain usage and infrastructure limitations, including but not limited to: access to certain Features, Compute Time, and/or Storage limitations, as described in the “Community” section of the page at . For purposes of these Terms, if you are receiving or are granted access to the Services from a University Partner, you shall be considered a Free User.
3.3 Things you can do (as a “Professional-Plan Customer”). As a Professional Plan Customer, you are bound by certain usage and infrastructure limitations, including but not limited to access to certain Features, Compute Time, and/or Storage limitations, as described at .
3.7 RAIL. Without limiting Section 3(3) above, you shall at all times comply with (and ensure that your use of the Site and any Services complies with) our (“RAIL”), which are incorporated by reference herein.
Edge Impulse may make available at (or such successor site designated by Edge Impulse, “EdgeHub”) as part of the Services. You will behave appropriately on EdgeHub at all times, including but not limited to complying with these Terms.
9.2 Community Resources. EdgeHub may make available (under various licenses) public projects and materials that are created by third parties or by Edge Impulse (collectively, “Community Resources”). Community Resources are licensed to you directly by the creator responsible for the respective Community Resource, and subject to the terms of the applicable license. You are required to comply with the terms of the applicable license. If no license is specified for a Community Resource, you agree to be subject to and comply with the with respect to such Community Resource. You are solely responsible for vetting the suitability of any Community Resources (and their corresponding license terms) for your intended purposes.
9.4 Notices. We respect the intellectual property rights of others, and we ask you to do the same. If you are a copyright or trademark owner (or an agent of a copyright owner) and believe that any Community Resource or other content on the Services infringes upon your copyrights or trademarks, you may submit a notification pursuant to our .
We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback directly in the platform or by emailing us at or through the functionality available on the Site. In addition, Edge Impulse may invite you to participate in an online community, surveys or forum (“Forums”) for the purpose of increasing the usability and functionality of the Site. Any data or other information you provide in connection with any Forum will be deemed to be Feedback. Edge Impulse may moderate the Forum but is not responsible for the information or posts of any member of the Forum. We reserve the right to remove any posts which do not fit the spirit of the Forum or do not follow the guidelines of these Terms, and to disallow access to any Forum participants who violate the intent and spirit of these Terms. No reproduction of the Forum content is permitted without written authorization from Edge Impulse. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.
(b) Cancellation. You may request to cancel your subscription to the Professional Plan Services, downgrade or upgrade to a different service plan, or delete your Edge Impulse account, directly from your account settings within the platform. For Paid Services, any such cancellation or downgrade requests will be effective at the end of the then-current Subscription Term. In order to upgrade from the Professional Plan to the Enterprise Plan, you must contact the Edge Impulse team as further detailed on our .
Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available as of the date of these Terms. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
If you have any questions about these Terms or the Services, please contact Edge Impulse at .
Types of Personal Information
Why We Collect It
Your name and email address
Your company’s name and physical address
Job title, position and other professional information
Establish and manage our relationship with our customers, service providers, distributors and other partners
Manage, operate, and maintain the products or services we provide to you or receive from you (or your employer)
Help us identify and deliver information relevant to your needs
Inform you of our products, services, offers, and events that we believe may be of interest to you
Information you choose to provide us through our forums or our Services, or otherwise communicate to us
Address your requests, comments, issues, questions, or concerns
Improve our interactions with you and better meet your expectations, notably in the context of support cases
To allow you to interact with other users in our community
Determine the products and services that may be of interest to you and to send you communications in accordance with your interest
Prevent fraud and phishing attacks targeting Edge Impulse or members of Edge Impulse staff by assessing whether we are communicating with genuine contacts and not malicious parties.
Types of Personal Information
Why We Collect It
We may retain server logs which include the IP address of every request to our server.
We collect this information for security reasons and specifically to understand the origin of requests and knowing if they come from the same node, spotting patterns and identifying potential cyber attacks.
If you have received or were granted access to the Services from a Channel Partner (as defined in our Terms of Service), we collect your login dates and access.
We collect this information for purposes of tracking ‘non-use’ of the platform (i.e., where a user has not accessed Edge Impulse Services for 30 days or more) with the Channel Partner so they can determine where the paid license should be re-assigned to another customer of the Channel Partner.
Information collected through cookies and web beacons
We use various cookies and web beacons to ensure the functioning of our website and Services and to help us understand how our website and Services are being used or how effective our marketing campaigns are.
For more information about our cookie and web beacon use, please see the section below titled “Do We Use Cookies?”.
We may also collect and aggregate information about the use of our Site and our Services. That information could include information such as your Internet Protocol (IP) address (an IP or Internet Protocol Address is a unique numerical address assigned to a computer as it logs on to the internet), browser type, operating system, the web page that you were visiting before accessing our Site, the pages or features of our Site which you browsed and the time spent on those pages or features, search terms, the links on our Site that you clicked on and other statistics. If you access our Site using a mobile device, we collect information such as a device identifier, user settings and the operating system of your device, as well as information about your use of our Services.
Collecting this information enables us to better understand the visitors and users who come to our website or use the Services, where they come from, what content is of interest to them, and what their needs are.
We use this information to analyze overall trends, to improve the quality and relevance of our website and Services, to provide guidance to users to enable them to achieve their goals, and to secure and maintain our systems. This information also helps us understand marketing campaign effectiveness.
This SOFTWARE-AS-A-SERVICE SUBSCRIPTION AGREEMENT (“Agreement”, “SaaS Agreement” or “SSA”) is entered into as of the most recent date (the “Effective Date”) signed by the Parties between EdgeImpulse Inc. (“Edge Impulse”) and the customer (“Licensee”), as identified on the Order.
1.1 Licensee may purchase a Subscription License to the Services, Documentation and Support Services from Edge Impulse, by the Parties agreeing to Orders that reference this Agreement. All references in this Agreement to the “sale” or “purchase” of any License to Edge Impulse Services shall mean the sale or purchase of a Subscription License to such Services. Affiliates of Licensee may (but is not required to) purchase a Subscription License under the terms and conditions of this Agreement by entering into an Order with Edge Impulse and thereby expressly accepting these terms and conditions. In any such case, the respective Affiliate shall be regarded as the “Licensee” for purposes of the relevant Order within the meaning of this Agreement, and this Agreement, with respect to such Order, shall be regarded as an agreement between Edge Impulse and the applicable Affiliate.
1.2 All Services, Updates and Documentation will be made available electronically to Licensee.
1.3 Where Terms are Conflicting, Edge Impulse Order Terms Shall Prevail; Where the terms and conditions in an Edge Impulse Order deviate from the terms and conditions in this Agreement, the terms and conditions in the Edge Impulse Order shall prevail. THE PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED ON, REFERENCED BY OR INCORPORATED INTO LICENSEE’S PURCHASE ORDER ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.
1.4. Capitalized Terms and Definitions. Where terms are capitalized in this Agreement or its corresponding Orders, these terms may be defined in Exhibit D. Definitions and Glossary of Terms.
2.1 Edge Impulse owns the Services, Documentation, Edge Impulse Proprietary Software, Edge Impulse SDK Assets and its website. Except to the extent licenses are expressly granted hereunder, Edge Impulse and its licensors retain all right, title and interest in and to all Intellectual Property Rights in and to the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets, and Documentation, and to any additional system software, content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to Edge Impulse’s website. The use, copying, redistribution, use or publication by Licensee of any part of the website, Edge Impulse Proprietary Software, Edge Impulse SDK Assets, Documentation or the Services, except as expressly authorized by this Agreement, is prohibited.
2.2 License Grant by Edge Impulse. Subject to and in consideration of timely payment by the Licensee of the Fees provided for in an applicable Order, and of Licensee’s compliance with the other terms and conditions of this Agreement, Edge Impulse hereby grants to the Licensee and its Authorized Users, solely during the applicable term specified in an Order, a royalty free, limited, personal, non-exclusive, non-transferable (except as otherwise expressly allowed by this Agreement) license to, subject to Section 2.3 below: (i) access and use the Services via the Internet address provided to Licensee by Edge Impulse; and (ii) use the Documentation.
2.3 Restrictions. Licensee agrees that it (and its Authorized Users) will not without express written permission of Edge Impulse: (a) reverse compile, disassemble, decompile or engineer, reproduce, modify, adapt or create derivative works of or from the Services or any part thereof; (b) make the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation available to, or use the Services or Documentation for the benefit of, anyone other than Licensee; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation, or include any Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in a way that circumvents any contractual usage limit; (e) reproduce the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under this Agreement); (f) remove any proprietary notices from the Documentation, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or the Services; (g) interfere with or disrupt the integrity or performance of the Services or the underlying servers or networks, or disobey any requirements, procedures, policies or regulations of networks connect to the Services; (h) access or use any Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Services; (i) upload, post or otherwise transmit any material or data that contains software viruses or any other malicious codes, files or programs; (j) use the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation in an excessive or abusive manner as determined by Edge Impulse in its sole discretion; or (k) unless expressly approved in writing by an authorized Edge Impulse signatory, submit, upload or transmit any Restricted Data to or in connection with the Services. Edge Impulse reserves the right to suspend Licensee’s access to the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets and Documentation in the event (a) Edge Impulse believes Licensee’s use of the Services represents an imminent threat to Edge Impulse’s users or network, (b) of Licensee’s breach or violation of applicable laws or regulations or Licensee’s breach of the restrictions in this Section 2.3 or Section 2.6, or (c) if so directed by a court or competent authority. In such cases, Edge Impulse will (i) use its best efforts to promptly contact Licensee and give Licensee the opportunity to change its use of the Services accordingly and/or work with Licensee to resolve the issues causing the suspension of such the Services; and (ii) reinstate any suspended the Services promptly after the issue is abated.
2.4 Responsible use of Artificial Intelligence technology License (RAIL). Licensee understands that Edge Impulse promulgates a “Technology-for-Good” policy as part of its corporate mission. Licensee will (and will ensure that its Authorized Users) comply with the Edge Impulse Responsible AI License Terms, available at https://docs.edgeimpulse.com/page/responsible-ai-license and incorporated by reference herein. If Licensee knows or reasonably suspects that the Services, Edge Impulse Proprietary Software, Edge Impulse SDK Assets or Documentation will be used directly or indirectly for purpose(s) prohibited by the RAIL, then Licensee shall notify Edge Impulse and review such use case(s) with Edge Impulse. Edge Impulse, in its sole discretion, shall make a determination whether such use case is permitted under this Agreement. The foregoing does not apply to weaponry use cases, which are strictly prohibited under any circumstances.
2.5 Licensee is responsible for its Authorized Users and each of their Accounts. Licensee shall provide accurate, current and complete information required to enable its Authorized Users on the Cloud Infrastructure, and shall maintain the accuracy of such information during the use of the Services. Licensee shall require Authorized Users to maintain proper password security, and to keep their accounts confidential. Licensee is responsible for the actions of its Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User (unless such access was due to Edge Impulse’s actions), and of any other individuals to Licensee has given access to the Services.
2.6 Prohibition on Sharing. Licensee is responsible for ensuring that each Account is only assigned to and accessible by one individual Authorized User. Licensee will not (and shall ensure its Authorized Users do not) share the Account, login credentials or any other rights assigned to an Authorized User with any other individual or third party, unless otherwise expressly pre-approved by Edge Impulse. Licensee acknowledges that login credentials, passwords and any assigned rights of its Authorized Users and their respective Accounts are unique to the applicable Authorized User, and that sharing by its Authorized Users of any such rights is strictly prohibited.
2.7 Licensee Owns its Intellectual Property, Data and Output. Except to the extent licenses are expressly granted hereunder, Licensee retains Intellectual Property Rights in and to: (i) its products and services; (ii) the Licensee Data; and (iii) subject to the other limitations in this Agreement, any Output. The Output has been specially ordered and commissioned by Licensee and the parties agree that the Output is a "work made for hire" for copyright purposes, with all copyrights in the Output owned by Licensee. To the extent that the Output does not qualify as a work made for hire under applicable law, and to the extent that the Output includes material subject to copyright, patent, trade secret, or other Intellectual Property Rights protection, Edge Impulse hereby assigns to Licensee, its successors and assigns, all right, title and interest in and to the Output, including, but not limited to, all rights in and to any inventions, designs and Intellectual Property Rights embodied in the Output. For clarity, the foregoing assignment does not include any Intellectual Property Rights in or to the Services, Documentation, Cloud Infrastructure, Edge Impulse Proprietary Software, the Edge Impulse SDK Assets or any Updates, which, as between the parties, is exclusively owned by Edge Impulse.
2.8 License Grant by Edge Impulse to Licensee. Provided Licensee has an active Subscription to one or more Enterprise Licenses, Edge Impulse hereby grants to Licensee a non-exclusive, non-transferable and non-sublicensable, royalty-free license for to use the Edge Impulse SDK Assets in accordance with the terms of this Agreement, including without limitation the applicable Order Form. Licensee’s license to the Edge Impulse SDK Assets will terminate upon termination of the Agreement, and Licensee may not use the Edge Impulse SDK Assets following termination of the Agreement.
2.9 License Grant by Licensee to Edge Impulse. For the Term of this Agreement and its associated Orders, in each case solely as reasonably required to operate, provide, and support the Edge Impulse Services to Licensee, Licensee hereby grants to Edge Impulse a non-exclusive, transferable and sublicensable (but solely to the extent set forth in this Agreement), royalty-free license to use, reproduce, and perform (i) Licensee Data and (ii) the Output.
2.10 Edge Impulse Use of Data for product improvement. Edge Impulse shall have the right to collect and analyze information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and to (i) use such information and data for the purpose of analytics, to improve and enhance the Services, and for other development, diagnostic and corrective purposes in connection with the Edge Impulse offerings, and (ii) disclose such data to third Party entities who may assist Edge Impulse with the activities listed in the foregoing clause “(i)” solely in aggregate or other de-identified form from which neither Licensee nor any Authorized User may be identified.
3.1 Edge Impulse’s Right to be Paid Accrues on Effective Date. Edge Impulse’s right to payment for the Services purchased by Licensee shall accrue on the Effective Date. Except in the case of material breach of this Agreement by Edge Impulse, all payments accrued or made under this Agreement are non-cancelable and non-refundable.
3.2 Invoicing and Payment. Unless otherwise indicated in an applicable Order or subject to a good faith dispute, payment of Fees is due within thirty (30) days of the Effective Date of the Order. For clarity, if Licensee requires issuing a PO in order to pay invoices for Fees, then Licensee is responsible for ensuring such PO is in place promptly upon the Effective Date, and references the Subscription Start Date(s) as documented in the applicable Order. For clarity, any delay by Licensee in issuing a PO shall not relieve Licensee of its payment obligations under this Section 3.2. Similarly, if Licensee requires Edge Impulse to use a portal or website (such as SAP, Ariba, Coupa, etc.) in order to submit invoices for Fees, then Licensee is responsible for ensuring authorized access to such portal or website is available promptly upon the Effective Date. Any delay by Licensee providing such access shall not relieve Licensee of its payment obligations under this Section 3.2. Any amount which is unpaid when due may be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate, unless otherwise indicated in the Order. If and when Licensee’s outstanding invoice(s) are referred to a collection agent due to non-payment, Edge Impulse shall be entitled to reimbursement for reasonable costs associated with the collection of any past-due balance.
3.3 Taxes. All prices and Fees stated by Edge Impulse are exclusive of any taxes, fees, and duties or other amounts, however designated. Any taxes related to the Delivery of Edge Impulse Documentation, Services or Support Services purchased or licensed pursuant to this Agreement including, but not limited to, withholding taxes, will be paid by Licensee, or Licensee will present an exemption certificate acceptable to the applicable tax authorities. Licensee will not be liable for taxes imposed on Edge Impulse based on Edge Impulse’s income.
4.1 Mutual Warranty. Each party represents and warrants that (i) it has the power and authority to enter into and fully perform this Agreement; (ii) each Order is signed by a duly authorized representative of such party, and (iii) the performance by such party of its obligations and duties hereunder will not violate any agreement to which such party is bound.
4.2 Warranty Period. Subject to each of the other provisions hereof, Edge Impulse warrants, solely to Licensee, that during the Warranty Period, the Services, when installed properly, will be capable of functioning materially in accordance with the Documentation.
4.3 Remedies. If Edge Impulse breaches the warranty set forth in Section 4.2, Licensee’s sole and exclusive remedy, and Edge Impulse’s sole obligation, shall be to remedy such breach as set forth in this section. At the sole discretion of Edge Impulse, Edge Impulse will, at its expense, either: (i) repair or replace the defective Services to enable it to perform substantially in accordance with the Documentation; or (ii) if the Services as a whole do not function substantially in accordance with the Documentation, terminate this Agreement and refund to Licensee the Fees prepaid by Licensee to Edge Impulse for the defective Services for any period after the effective date of such termination.
4.4 Updates to the Services. The warranty provided in Section 4.2 will not apply if: (i) Licensee fails to notify Edge Impulse in writing during the Warranty Period of any such breach; or (ii) Licensee fails to implement all Updates to the Services made available at no charge to Licensee during the Warranty Period.
4.5 Licensee promises that the Licensee Data and materials doesn’t violate anyone’s rights. Licensee represents and warrants that it has all rights that are necessary to grant to Edge Impulse the rights granted under this Agreement, and that neither Licensee Data or any other materials provided by Licensee to Edge Impulse, nor the inclusion of Licensee Data or such materials in the Services, will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or any Applicable Law, including Privacy Law. Licensee further agrees that, unless the Parties separately agree in writing, Licensee will not upload to the Services any data or other information, other than Authorized User log-in credentials, which would qualify as Restricted Data.
4.6 ALL OTHER WARRANTIES ARE DISCLAIMED BY BOTH PARTIES. EXCEPT AS MAY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THIS AGREEMENT, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EDGE IMPULSE DOES NOT WARRANT THAT ANY PRODUCT, SERVICES OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH SERVICES OR DOCUMENTATION WILL SUCCEED IN RESOLVING ANY PROBLEM.
5.1 Indemnification by Edge Impulse. Subject to each of the other provisions hereof, Edge Impulse shall (i) defend or (at its option) settle, any claim brought against Licensee by a third party alleging that at the time of Delivery the Edge Impulse Proprietary Software infringes the copyright, trademark, or US patent of said third party (a “Claim”) and (ii) indemnify Licensee against damages and costs finally awarded against and payable by Licensee in any such Claim.
5.2 Exceptions. Edge Impulse shall have no liability to Licensee under this Section:
(a) to the extent any Claim is based on or arises from any product or any portion or component thereof, that is: (i) not provided directly to Licensee by Edge Impulse; (ii) modified by a Party other than Edge Impulse and not at Edge Impulse’s direction, if the alleged infringement would not have occurred in the absence of such modification; or (iii) combined with other products, systems, processes or materials where the alleged infringement would not have occurred in the absence of such combination;
(b) to the extent Licensee continues allegedly infringing activity after: (i) being notified thereof; and (ii) being provided, at no additional charge, modifications that would have avoided the alleged infringement without significant loss of performance, compatibility or functionality; or
(c) from any breach of the Licensee’s obligations under this Agreement.
5.3 Indemnification by Licensee. Licensee will (i) defend or (at its option) settle, any claim brought against Edge Impulse by a third party and (ii) indemnify Edge Impulse from and against any losses, liabilities, damages, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to Licensee’s breach of Section 4.5.
5.4 Despite any of the foregoing, each Party’s obligations under Section 5 shall be valid only if the Party requesting indemnification:
(a) gives written notice to the indemnifying Party of any Claim within 2 business days upon becoming aware of such Claim;
(b) gives the indemnifying Party the sole control of the defense and settlement of any Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying Party; and
(c) acts in accordance with the reasonable instructions of the indemnifying Party and gives to the indemnifying Party such assistance as it shall reasonably require in respect of the conduct of the said defense and/or settlement.
5.5. In the event of any alleged Intellectual Property infringement, Edge Impulse shall be entitled at its own expense and in its sole discretion to: (a) procure the right for the Licensee to continue using the Services and Documentation; (b) make such alterations, modifications, or adjustments to the Services so that it becomes non-infringing without incurring a material diminution in performance or function; or (c) replace the Services with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
6.1 Indirect Damages Are Limited. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 Certain Damages Are Always Prohibited. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (i) ANY SPECIAL OR PUNITIVE DAMAGES, (ii) ANY LOSS OF PROFITS, LOST BUSINESS, OR LOST REVENUE, OR (iii) THE USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER OR NOT SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHER, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 Maximum Liability. IN NO EVENT SHALL EDGE IMPULSE’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO EDGE IMPULSE UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER.
7.1 Confidentiality Agreement. Each of the Parties hereto undertakes to the other to keep confidential all Confidential Information of the other Party. Despite anything to the contrary, neither Party may disclose the specific terms of this Agreement or any Order referencing this Agreement, except as required by applicable law.
7.2 Exceptions. Confidential Information will not include any information which: (a) is already lawfully in the receiving Party’s possession without obligation of confidentiality; (b) is or becomes generally available to the public through no fault of the receiving Party; or (c) is independently developed by the receiving Party without any use of the other Party’s Confidential Information.
7.3 Required Disclosures. If any Confidential Information of the other Party is required to be disclosed by the receiving Party as a matter of law, the receiving Party will use all reasonable efforts to provide the disclosing Party with prior notice of such disclosure and to obtain a protective order therefore.
7.4 Injunctive Relief. The Parties agree that the disclosing Party’s remedies at law for a breach by the receiving Party of its obligations hereunder may be inadequate and that the disclosing Party shall be entitled to seek equitable relief.
8.1 Term. The term of this Agreement shall commence on the Effective Date and continue until all Orders entered into hereunder have expired or been terminated. Except as otherwise specified in the applicable Order, Subscription Terms and Order(s) shall automatically renew for successive one (1) year periods, unless either party gives notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the then-current Subscription Term.
8.2 Termination; Suspension. This Agreement and any associated Orders may be terminated by either Party upon notice if the other Party breaches any material term or condition of this Agreement and fails to remedy the breach within thirty (30) days after being given written notice thereof. In the case of non-payment of any Fees or amounts owed for Excess Use (which shall be deemed to be a material breach of this Agreement), Edge Impulse may, at its sole discretion and without limiting its right to terminate this Agreement for material breach: (i) suspend Licensee’s access to the Services; or (ii) continue to provide the Services, for a period solely determined by Edge Impulse, in anticipation of full and prompt payment by Licensee.
8.3 Effect of Termination. Upon termination of this Agreement, (a) all rights granted to Licensee with respect to the Services will terminate as of the effective date of termination, (b) Edge Impulse will have no obligation to provide Services to Licensee or Authorized Users after the effective date of the termination, (c) Licensee will pay to Edge Impulse any Fees payable for Licensee’s and any Authorized User’s use of the Services through the effective date of termination, together with all other amounts in accordance with any applicable Service Order(s) and this Agreement, (d) Licensee will immediately cease use of the Services and any Edge Impulse Proprietary Software and Edge Impulse SDK Assets. Despite the foregoing, upon any termination or expiration of this Agreement, the terms of this Agreement will continue to apply to any Order with a term that extends beyond the date of expiration or termination of the Agreement. Any termination of this Agreement pursuant to this Section shall be without prejudice to any other rights or remedies a Party may be entitled under this Agreement or under any applicable law and shall not affect any accrued rights or liabilities of either Party.
8.4 Survival. Sections 2.1, 2.3, 2.4, 2.5, 2.7, 2.8, 2.10, 3-7, 8.3, 8.4 and 9-11, all associated definitions, and all accrued rights to payment shall survive any termination or expiration of this Agreement.
The Edge Impulse Services and Documentation are subject to U.S. export controls, specifically the Export Administration Regulations. Both Parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Licensee shall not transfer, export or re-export, directly or indirectly, the Services or Documentation in violation of any export law or regulation.
Each Party agrees to abide by all applicable laws and regulations in connection with providing, accessing and using the Services, including, without limitation, all Applicable Privacy Laws.
11.1 Waiver. The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions.
11.2 Notices. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the Party to whom the notice is directed, at its address indicated in the signature box to this Agreement (or such other address as to which the other Party has been notified), or sent by email to the email address designated as the “Email Address for Legal or Contract Queries” in the Order.
11.3. Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
11.4 Assignment and Sublicensing. Either Party may assign this Agreement and the License(s) referenced in the Order(s) subject to this Agreement, to an entity that acquires all or the majority of voting shares of the assigning Party, or all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale, or otherwise. Despite the foregoing, Licensee may not assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder to any competitor of Edge Impulse as determined in Edge Impulse’s reasonable discretion. In all other cases, neither Party shall assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.
11.5 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in San Francisco County, California, USA.
11.6 Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing Party shall be entitled to recover reasonable attorney Fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing Party may be entitled.
11.7 Independent Contractors. The Parties agree that each is an independent contractor and neither Party has the right or authority to assume or create any obligation or responsibility on behalf of the other Party.
11.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.
11.9 Amendments. Edge Impulse reserves the right to modify the terms and conditions of this Agreement, at its sole discretion, effective upon the commencement of any renewal Subscription Term. Licensee is responsible for regularly reviewing this Agreement for updates. CONTINUED USE OF THE SERVICES AFTER ANY SUCH CHANGES SHALL CONSTITUTE LICENSEE’S CONSENT TO SUCH CHANGES. If Edge Impulse modifies this Agreement during Licensee’s Subscription Term, and Licensee objects to the updated agreement, as Licensee’s exclusive remedy, Licensee may choose to terminate this Agreement prior to the next renewal term and cease using the Services. .
Unless otherwise stated in an Order or an Exhibit to this Agreement, either party to this Agreement shall not publicize the existence of the business relationship established by this Agreement in connection with its products, services, promotions, or publications. Except as expressly set forth in this Agreement, nothing in this Agreement or its associated Order(s) gives either Party any right, title or interest in the other Party’s logos, trademarks, service marks or trade names. Despite anything to the contrary, neither Party may disclose the specific terms of this Agreement or its associated Order(s), except as required by applicable law.
THIS AGREEMENT, INCLUDING ALL ORDERS, AMENDMENTS, ADDENDUMS, ATTACHMENTS, SCHEDULES, EXHIBITS AND ALL APPLICABLE LICENSE AGREEMENTS, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS, ALL TERMS AND CONDITIONS INCLUDED AS PART OF LICENSEE PURCHASE ORDERS AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THE PARTIES AGREE THAT ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED ON, REFERENCED BY OR INCORPORATED INTO LICENSEE’S PURCHASE ORDER ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT.
Where the terms and conditions in an Order deviate from the terms and conditions in the corresponding Agreement, the terms and conditions in the Order shall prevail. Where terms are “Capitalized” in this Agreement or its corresponding Orders, these terms may be defined in Exhibit D. to this Agreement.
“Helpdesk Ticket” – Licensee may initiate a technical support request by creating a Helpdesk Ticket by emailing a description of the perceived problem or question together with relevant contact information to support@edgeimpulse.com.
“Service Commitment” – Edge Impulse will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day. For the avoidance of doubt, this response commitment does not indicate the time frame in which the support request may be resolved.
“Support Hours” – Unless as otherwise indicated on the Order, Edge Impulse will provide standard best effort technical support services to Licensee via electronic means on U.S. weekdays (Monday through Friday) during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. Federal Holidays.
“Uptime” – Edge Impulse will make commercially reasonable efforts to ensure the Purchased Services are available to Licensee with a Monthly Uptime Percentage of at least 99.5% during any calendar month subject to exclusions (“Excluded Downtime”) as described below.
“Downtime” (counted against the Uptime Percentage) means the total number of minutes during a calendar month during which that Services are unavailable, excluding any Excluded Downtime. Partial minutes of unavailability will not be counted as Downtime.
“Excluded Downtime” means any minutes of Downtime resulting in whole or in part from any of the following:
a suspension of Licensee’s use of the Services in accordance with this Agreement;
caused by factors outside of Edge Impulse’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Edge Impulse infrastructure;
any actions or inactions of Licensee or any third Party;
equipment, software or other technology of Licensee or any third Party (other than third Party equipment within our direct control);
failures not attributable to unavailability; or
any scheduled maintenance, any ad hoc maintenance carried out to avoid future unavailability, address high security risks or high risks for overall platform stability, and provide other critical patches or hotfixes.
If Licensee correctly notifies Edge Impulse of Edge Impulse’s failure more than two times in any calendar month, or more than three times in any six-month period, to meet or exceed the Monthly Uptime Percentage, then Edge Impulse shall be in material breach of this Agreement for which Licensee may exercise its rights to terminate this Agreement pursuant to Section 8.3.
If Licensee orders Premium Support or Premium Solutions Support (PS) on an Order, this entitles the Licensee to receive PS hours to be delivered by an Edge Impulse Solutions Engineer on a monthly basis up-to the monthly quantity of PS hours mentioned on the Order. These hours are to be used (i.e. fully consumed) on a monthly basis and any unused hours in one month do not carry over to the next month. Any remaining PS hours that are unused at the end of a Subscription Term will expire, are non-refundable and will not carry over to a new Term.
Upon execution of the Agreement, both parties can make announcements, press releases and/or other public disclosures to indicate the nature of this collaboration. This shall be conducted jointly or just by a single party provided the other party has given prior consent in writing.
General Publicity – Either party to this Order and its associated Agreement may publicize the existence of the business relationship established by this Agreement in connection with its products, promotions, or publications.
Case Study – Licensee agrees to participate with Edge Impulse in a case study, and grants to Edge Impulse the right to publish and publicly display (in written, electronic or any other media or form) the results of such case study.
Reference Account – Licensee agrees to reasonably cooperate with Edge Impulse to serve as a reference account upon request to Prospective Customers, Partners, Analysts or representatives of the Press.
Name and Logo – Licensee grants Edge Impulse permission to use Licensee’s name and logo(s) in connection with promotion of Edge Impulse’s products and services. All representations of Licensee’s logo shall conform to Licensee’s branding policies.
Mutual Success - Following a successful implementation, Licensee agrees to collaborate with Edge Impulse on mutual success and user adoption activities such as user training and product improvement activities.
Quarterly Business Review – Licensee agrees to collaborate with Edge Impulse on conducting Quarterly Business Reviews (QBR) at the senior executive level to review the Licensee’s success criteria and corresponding results with regards to the use of the Edge Impulse Services.
Except as expressly set forth in this Agreement, nothing in this Agreement or its associated Order(s) gives either Party any right, title or interest in the other Party’s logos, trademarks, service marks or trade names. Despite anything to the contrary, neither Party may disclose the specific terms of this Agreement or its associated Order(s), except as required by applicable law.
“Affiliate” means any entity which is directly or indirectly controlling, controlled by or which is under common control with a party hereof, where ”control” means holding more than fifty percent (50%) of the issued stock or voting rights of an entity.
“Applicable Privacy Laws” means, in relation to any personal information that is processed in the provision of the Services, any applicable law, regulation or legislation protecting individual privacy, including without limitation, where applicable, the California Consumer Privacy Act, and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”).
“Authorized User” or “Enterprise User” means any individual (in each case to the extent that Licensee’s license includes, and Licensee pays for, such individual) who is authorized by Licensee to use and access the Services or Documentation and exercise the rights licensed by Licensee. An “Authorized User” may include Licensee’s employees, consultants, representatives or agents. Each Authorized User must use a unique electronic identity (“User Account” or “Account”) to access and use the Services unless otherwise licensed, and may access the Services only to the extent licensed by Licensee. For clarity, this definition pertains only to “paid for” instance(s) of the Edge Impulse Services that are provisioned by Edge Impulse for Licensee through an active Enterprise Subscription, in which such instance Licensee has the ability to create and administer Authorized Users.
“Board” shall mean one hardware board associated with the silicon target(s) that Edge Impulse provides support for as defined under Services Purchased.
“Channel Partner” is any entity with whom Edge Impulse have entered into an agreement authorizing the entity to resell or distribute access to the Edge Impulse Services.
“Claim” is the event of any alleged Intellectual Property infringement brought against Licensee by a third party alleging that the Edge Impulse Proprietary Software infringes the copyright, trademark, or US patent of said third party.
“Cloud Infrastructure” means the Edge Impulse Services, and the computing, storage, networking, and other hardware and software infrastructure used by Edge Impulse in providing the Edge Impulse Services.
“Compute Minutes” – Compute Minutes are a measure for the consumption by Licensee of computing power on the Edge Impulse SaaS platform and are available on CPU-class and GPU-class computing devices. Licensee may be able to consume both CPU-class and GPU-class compute minutes in any combination during an active Subscription Term. Total Compute Minutes consumed in any given period will be calculated as 1x CPU minutes consumed + 3x GPU minutes consumed in that period. For the duration of an active Subscription Term , Edge Impulse will allocate a not-to-exceed number of Compute minutes to Licensee.The amount of Compute minutes allocated will be included on the mutually executed Order form. At the end of a Subscription Term, any unused Compute Minutes expire and do not carry over to future periods with the exception of any Compute packages add-ons that were purchased during the previous Subscription term. Please also review the paragraph labeled “Excess Use” or “Overage” in this Exhibit for the available scenarios if or when Licensee exceeds (or is expected to exceed) their Compute Minute allocation during the Subscription Term.
“Commercial Use” means any use that does not constitute Non-Commercial Use or that is for any commercial purpose.
“Confidential Information” means each Party’s product road maps, product development plans, pricing, business plans, customer lists, documentation, business and financial information, plus any other information or data which a Party discloses in tangible form and conspicuously marks as “confidential,” “proprietary” or with other words generally understood to communicate the confidential nature of the information.
“Customer Data” or “Licensee Data” is all non-public data provided by Licensee to Edge Impulse to enable the provision of Edge Impulse Services.
“Data Pipeline” – In Edge Impulse a data pipeline can be part of an Edge Impulse Studio Project or be stand-alone. In the case in which a data pipeline is included in a project it can be composed of multiple data processing steps all connected sequentially, with the last step responsible for importing data into a single Project. Stand-alone data pipelines will be counted as additional Projects in Edge Impulse Studio, and as such will require a “Project” license as part of a SaaS Subscription.
“Community User”, “Developer User”, “Dev User” mean those individuals using the Edge Impulse service through a free community license, governed by the on-line Community Terms Of Service (ToS) at https://docs.edgeimpulse.com/page/community-terms-of-service. Community Users have more limits to the product functionality and computational resources than Enterprise users as described on https://edgeimpulse.com/pricing.
“Documentation” means the instruction manuals, user guides, and other Services related information made available by Edge Impulse in electronic form to the Licensee.
“Downtime” (counted against the Uptime Percentage) means the total number of minutes during a calendar month during which that Services are unavailable, excluding any Excluded Downtime. Partial minutes of unavailability will not be counted as Downtime.
“Edge Impulse Proprietary Software” means computer programs included in the Services on which Edge Impulse claims the copyright to the source code and which is not made available under any license recognized as a free, libre or open source license (including but not limited to the GNU General Public License and other similar licenses).
“Edge Impulse SDK Assets” means any Edge Impulse software development kit (SDK) provided or generated in connection with the Services for a Project including without limitation any improvements to or derivatives of the SDK, and any related deployment assets, models, and algorithms.
“Effective Date” is the most recent date signed by the Parties on the signature page of the Agreement or Order.
“End Customer User” means any end customer of Licensee.
“Enterprise License” means access to Edge Impulse’s enterprise product offering for one Enterprise User.
“Enterprise User” means those authorized individuals using the Edge Impulse service through a paid-for Enterprise License, governed by the Terms & Conditions agreed to between the Licensee and Edge Impulse in a signed and executed SaaS Subscription Agreement and associated Orders.
“Excess Use” or “Overage”, “Grace Period” – Licensee may on occasion use more Product Units than purchased, e.g. Projects, Users, Compute Minutes or other licensed Quantities granted on the Order. Edge Impulse will inform Licensee of such Overage(s) in writing and Licensee will have a “grace period” of thirty (30) calendar days from written notification to remedy the situation i.e. bring usage down to the quantity of Services Purchased in the Order(s). When the Licensee does not remedy the Overage within the 30-day grace period by either bringing down the usage to within the licensed entitlements or by purchasing an upgraded offering that increases entitlements to current usage, Edge Impulse retains the right to suspend service to Licensee access to Services pending resolution (Remedy the Overage).
“Fee(s)” when the word is Capitalized, are amounts payable and due to Edge Impulse by Licensee as indicated in the mutually agreed Order. When the word “fee(s)” is not capitalized it may refer to non-Edge Impulse products or services related amounts such as taxes, duties, third-party or attorney’s fees.
“Helpdesk Ticket” Licensee may initiate a technical support request by creating a helpdesk ticket by emailing a description of the perceived problem or question together with relevant contact information to support@edgeimpulse.com.
“Intellectual Property Rights” means all inventions, know-how, patents (including originals, divisionals, continuations, continuations-in-part, extensions, utility models and re-issues), patent applications, copyrights (including all related rights and registrations and applications therefor), trade secrets, trademarks, internet domain names, moral rights, and all other proprietary and intellectual property rights.
“Licensee Data” means all data stored by Licensee or at Licensee’s direction on the Edge Impulse Cloud Infrastructure and any transformations of such data.
“Non-Commercial Use” means any use that is solely for exploratory work, research or demo purposes that is not used in whole or in part for cost savings or revenue generation in any use case, product or services, and that is not primarily intended for or directed towards commercial advantage. For clarity, Non-Commercial Use excludes live, real-world conditions, commercial operations, revenue-generating activities, or direct interactions with or impacts on end users (such as, for instance, Your employees or customers). Non-Commercial Use may include, but is not limited to, any setting, use case, or application for research, development, testing, quality assurance, training, internal evaluation (other than any internal usage by employees in the context of the company’s business activities), and demonstration purposes.
“Order” means any document agreed to between the Parties which identifies the Services licensed by Edge Impulse to the Licensee and any relevant pricing. Multiple Orders may be agreed to under this Agreement. An Order may also be referred to as a Sales Order (SO), Service Order, Subscription Order, Order Form (OF) or Sales Order Agreement (SOA), but shall exclude any purchase order or similar document issued by Licensee. For the avoidance of doubt, the Parties hereby expressly acknowledge and agree that if Licensee issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms.
“Output” means any intermediary files and models that are created by Licensee and generated from Licensee Data. Output does not include any Edge Impulse SDK Assets or any Edge Impulse Proprietary Software.
“Parties” are the subscribers to this Agreement, i.e. Edge Impulse and Licensee each are a “Party” to this Agreement.
“Project” For purposes of this Agreement, a “Project” shall mean a project in Edge Impulse Studio made available to Licensee by Edge Impulse. Within each Project a Licensee can instantiate the following “Artifacts”: a data pipeline, dataset, one set of DSP, ML, post processing blocks, and test configurations including versioning. Two or more Projects are distinguished if any of the Artifacts within a Project are different. A Project ends when a Licensee deletes it or wipes the state of all its Artifacts. Projects can have multiple versions and be shared and cloned publicly.
“Public Project” means an Edge Impulse project made public under Edge Impulse’s designated open source license on the Edge Impulse community portal. A Public Project is viewable, inspectable and cloneable by anyone on the internet.
“Private Project” means a Project that is only viewable, modifiable and cloneable by the licensed User(s), authorized collaborators and Organization members within Licensee’s Edge Impulse Studio instance as part of an active SaaS Subscription to Edge Impulse Studio.
“Quarterly Active Users” are counted based on whether a registered and authorized user has logged into Edge Impulse at least once during the last 90 days.
“Renewal” is the Renewal of a Subscription, which gives the Licensee access to Edge Impulse Services for an extended Subscription Term either via a separate Order, or through an automatic Renewal (a.k.a. Auto-Renewal”) as indicated in this Agreement.
“Restricted Data” means any financial data, personal data or personally identifiable data (as defined under applicable privacy laws), data of a sensitive nature or any data governed by or subject to the following laws (or where transmission of such data to Edge Impulse would result in Edge Impulse being subject to the following laws): Criminal Justice Information Services (CJIS) Security Policy; Federal Educational Rights and Privacy Act (FERPA); Federal Information Security Management Act (FISMA); National Institute of Technology Standards; Gramm-Leach- Bliley Act (GLB) Act; Health Insurance Portability and Accountability Act (HIPAA); Health Information Technology for Economic and Clinical Health Act (HITECH); IRS Publication 1075; Payment Card Industry Data Security Standard (PCI DSS); Sarbanes- Oxley Act (SOX); Electronic Communications Privacy Act, Stored Communications Act and the PATRIOT Act; or any similar state laws or compliance requirements, including but not limited to the DMV Privacy Act, Public Service Law and others.
“SaaS” is an acronym for “Software-As-A-Service” which indicates a method of software provisioning and licensing in which software is provided by Edge Impulse on its Cloud Infrastructure and accessed by Licensee online via a subscription license, rather than bought as a perpetual license and installed on Licensee’s own computers.
“Services” means the products or services licensed by Edge Impulse to Licensee as listed in the Services Purchased section on the Edge Impulse Order Form, installed, configured and used in a manner consistent with Edge Impulse’s Documentation and this Agreement.
“Software” or “Software products” means computer programs included in the Edge Impulse Services, which will be made available by providing electronic access to a website.
“Standard Features” are those features, attributes and options described in the Documentation and listed as Generally Available (“GA”). Any and all Licensee-requested non-standard features and customer-specific deliverables must be described on the Order. Unless formally agreed in advance and described in writing on an mutually executed Order, Edge Impulse will not deliver nor support any non-standard or special features or custom deliverables.
“Subscription” or “Subscription License” means a temporary license to a product, service, or documentation for an agreed period of time (“Subscription Term” or “Term”) and in return for an agreed amount (“Subscription Fee”) per time period (e.g. annual, 2-year term, 3-year term, etc.) as indicated on an Order subject to this Agreement.
“Support Hours” Edge Impulse will provide technical support to Licensee via electronic means on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. Federal Holidays, or as indicated otherwise on the Order.
“Support Services” shall have that meaning assigned to it in Exhibit B to this Agreement, which is made part of this Agreement and incorporated herein by reference.
“Target” or “Target Hardware” shall mean the silicon targets, associated hardware boards and/or sensors as defined on an respective Order.
“University Partner” is any accredited higher-learning academic research institution to whom Edge Impulse have agreed to provide Services to.
“Update” means such enhancements, modifications, or additions to any product, service, system or documentation as may be made available from time to time by Edge Impulse to Licensee.
“Uptime” or "Service Uptime Commitment" or “Service SLA” – Edge Impulse will make commercially reasonable efforts to ensure the Services Purchased are available to Licensee with a Monthly Uptime Percentage of at least 99.5% during any calendar month subject to exclusions as described in Exhibit B.
“Warranty Period” is the paid Subscription term in which the Services made available to Licensee.
The Web Content Accessibility Guidelines (WCAG) defines requirements for designers and developers to improve accessibility for people with disabilities. It defines three levels of conformance: Level A, Level AA, and Level AAA. Edge Impulse is partially conformant with WCAG 2.1 level AA. Partially conformant means that some parts of the content do not fully conform to the accessibility standard.
We welcome your feedback on the accessibility of Edge Impulse. Please let us know if you encounter accessibility barriers on Edge Impulse:
E-mail: hello@edgeimpulse.com
This is an accessibility statement from Edge Impulse created on 1 September 2023 using the W3C Accessibility Statement Generator Tool.